KEN KIRSCHENBAUM, ESQ
ALARM - SECURITY INDUSTRY LEGAL EMAIL NEWSLETTER / THE ALARM EXCHANGE
You can read all of our articles on our website. Having trouble getting our emails? Change your spam controls and white list ken@kirschenbaumesq.com
******************************
Do you need multiple entities to operate your alarm business
August 29, 2020
*********************
Do you need multiple entities to operate your alarm business
*********************
First let’s make is clear that you do need at least one entity to operate your alarm business; you should not be engaging in this business, or any business , in your personal capacity; use a corporate entity.
Most of you do have only one entity and you operate all phases of your security and fire alarm business through this business entity. You’ve got one operating bank account, one payroll, one accountant and one tax return. You may own this entity yourself, or you may have fellow shareholders [for a corporation] or members [for an LLC], in which event you should have a stockholders agreement or operating agreement for the LLC.
There may be good reasons to have more than one entity conducting your business operations. These good reasons include:
* different ownership of the entities – different shareholders or members among the entities
* distinct operations; i.e., fire alarm v fire protection or suppression; residential v commercial; security v fire; security v home automation or home entertainment
* unique risks that you don’t want your main entity exposed to [a huge job that you’ve agreed to indemnify for example]
* separating alarm monitoring from other areas of your operation
* separating an entity with different goals, such as bundling accounts for sale on regular basis
The above is not all inclusive; there may be other reasons and some of the above may turn out to be unnecessary. Is there down side to operating multiple entities? Probably not, especially if you know that the only person you’re fooling is yourself, which doesn’t mean you won’t get away with it.
Getting away with what? Well, are you getting away with taxes because you allocate your operation among several entities? Are you avoiding liability for one entity claimed against another? Have you shielded part of your operation from the reaches of a partner or enraged spouse?
If you do want to operate multiple entities then you have to be careful to maintain strict formality and separation of operations, lest you end up having your entities deemed a single entity, thwarting all your efforts to have separate entities. Formalities would include:
* creating and maintaining corporate records, including stock ledger, by-laws, shareholder and director meeting minutes, issue stock
* conduct and maintain minutes of at least annual meetings approving corporate activities and conduct election of directors and officers
Maintaining separate operations means just that:
* separate bank accounts
* separate payroll
* separate employees
* separate main phone number, domain site and website
* separate licenses
* separate contracts
* separate insurance
You’ve probably heard the term “piercing the corporate veil”. That means that the court will disregard the distinct corporate entities, exposing the disregarded entities to the liability of one. So you go to all the trouble of operating two or more entities and one of them ends up with a judgment against it. The one gets sued and when it becomes apparent that the sister entities have assets, they too are sued on the theory that all the entities are really one operation. Depending on how many of the above “separate” rules you’ve failed to follow, you run the risk of the court piercing the corporate veil. You also risk a potential buyer of your business or accounts rejecting the deal because of the corporate confusion you created.
It may be that your operation does lend itself to separate entities. One of the more common separations is an entity that holds the monitoring contracts. In this case you would have to be careful how those accounts were acquired, because if you used another entity to sell and install the accounts there may arise the question how the monitoring entity acquired the monitoring contract. Those monitoring contracts may also include Service Plans, and inquiry should be made which entitle performs the service, another opportunity for co-mingling performance and those exposure. But if the monitoring operation is properly structured and conducted it might be easier to sell monitoring contracts from that entity instead of from a wider operation.
Deciding how many entities to have, setting them up and maintaining them should be done in close consultation with your accountant and counsel.
*********************
To order up to date Standard Form Alarm / Security / Fire and related Agreements, click here: www.alarmcontracts.com
*************************
CONCIERGE LAWYER SERVICE PROGRAM FOR THE ALARM INDUSTRY
You can check out the program and sign up here: https://www.kirschenbaumesq.com/page/concierge or contact our Program Coordinator Stacy Spector, Esq at 516 747 6700 x 304.
***********************
NOTICE: You can always read our Articles on our website at ww.kirschenbaumesq.com/page/alarm-articles
***********************
THE ALARM EXCHANGE
This area is reserved for alarm classifieds, alarm company announcements, solicitations, offers, etc.
There is no charge to post a listing here.Include your contact information, phone, email and web site. If you would like to submit a post, please send an email to ken@kirschenbaumesq.com. To create a reciprocal link to our website, click here.
************************************************
Getting on our Email List / Email Articles archived:
Many of you are forwarding these emails to friends or asking that others be added to the list. Sign up for our daily newsletter here: Sign Up. You can read articles and order alarm contracts on our web site www.alarmcontracts.com
**************************
Ken Kirschenbaum,Esq
Kirschenbaum & Kirschenbaum PC
Attorneys at Law
200 Garden City Plaza
Garden City, NY 11530
516 747 6700 x 301
ken@kirschenbaumesq.com
www.KirschenbaumEsq.com
|
